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Absorption-type merger (simplified merger and short-form merger)Counterparty (target company)五朋建設株式会社, 株式会社ネクスト-ライフ-デザイン
Disclosing companyAVANTIA CO.,LTD.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Construction (wooden construction, subdivision housing and renovation) and real estate, Design, construction and sale of detached homes
Location Suruga-ku, Shizuoka City, Shizuoka Prefecture, Jonan-ku, Fukuoka City, Fukuoka PrefectureShare capital ¥17 million, ¥10 millionDate of incorporation 5 September 1974, 18 April 2013
Net Sales¥2,508 million (fiscal year ended August 2025), ¥3,047 million (fiscal year ended March 2026)
Operating profit¥117 million (fiscal year ended August 2025), ¥123 million (fiscal year ended March 2026)
Net income for the current fiscal year¥74 million (fiscal year ended August 2025), ¥85 million (fiscal year ended March 2026)
Net assets¥615 million (fiscal year ended August 2025), ¥292 million (fiscal year ended March 2026)
Consideration and expenses
Acquisition priceNo cash or other consideration will be paid.
Type of ConsiderationNo consideration (no new shares will be issued and no cash or other consideration will be paid)
Merger ratio/share exchange ratioNo merger ratio is specified. The Company will be the surviving company in the absorption merger, and 五朋建設株式会社 and 株式会社ネクスト-ライフ-デザイン will be dissolved.
Impact on Business Performance
The impact of this matter on the Company's results will be immaterial.
Procedures and assumptions
Conditions Precedent to ExecutionThe merger qualifies as a simplified merger and short-form merger and will be carried out without a resolution at a shareholders' meeting to approve the merger agreement.
Management structure after acquisitionThere will be no change to the Company's name, location, representative's title or name, business activities, capital or fiscal year-end. 五朋建設株式会社 and 株式会社ネクスト-ライフ-デザイン will be dissolved.
| Item | Details |
|---|---|
| Transaction name | Absorption-type merger (simplified merger and short-form merger) |
| Counterparty name | 五朋建設株式会社, 株式会社ネクスト-ライフ-デザイン |
| Name of the Subject Company | 五朋建設株式会社, 株式会社ネクスト-ライフ-デザイン |
| Business Description of the Subject Company | Construction (wooden construction, subdivision housing and renovation) and real estate, Design, construction and sale of detached homes |
| Location of the Subject Company | Suruga-ku, Shizuoka City, Shizuoka Prefecture, Jonan-ku, Fukuoka City, Fukuoka Prefecture |
| Capital Stock of the Subject Company | ¥17 million, ¥10 million |
| Date of Establishment of the Subject Company | 5 September 1974, 18 April 2013 |
| Net Sales of the Subject Company | ¥2,508 million (fiscal year ended August 2025), ¥3,047 million (fiscal year ended March 2026) |
| Operating Profit of the Subject Company | ¥117 million (fiscal year ended August 2025), ¥123 million (fiscal year ended March 2026) |
| Net Income of the Subject Company | ¥74 million (fiscal year ended August 2025), ¥85 million (fiscal year ended March 2026) |
| Net Assets of the Subject Company | ¥615 million (fiscal year ended August 2025), ¥292 million (fiscal year ended March 2026) |
| Acquisition price | No cash or other consideration will be paid. |
| Type of Consideration | No consideration (no new shares will be issued and no cash or other consideration will be paid) |
| Merger ratio/share exchange ratio | No merger ratio is specified. The Company will be the surviving company in the absorption merger, and 五朋建設株式会社 and 株式会社ネクスト-ライフ-デザイン will be dissolved. |
| Voting rights ownership percentage | Before 100% → after Not applicable (五朋建設株式会社 and 株式会社ネクスト-ライフ-デザイン will be dissolved through the merger) |
| Impact on Business Performance | The impact of this matter on the Company's results will be immaterial. |
| Date of board resolution | 13 October 2026 |
| Contract Date | 22 October 2026 |
| Execution Date / Effective Date | 1 December 2026 (scheduled) |
| Conditions Precedent to Execution | The merger qualifies as a simplified merger and short-form merger and will be carried out without a resolution at a shareholders' meeting to approve the merger agreement. |
| Management structure after acquisition | There will be no change to the Company's name, location, representative's title or name, business activities, capital or fiscal year-end. 五朋建設株式会社 and 株式会社ネクスト-ライフ-デザイン will be dissolved. |
Items this document does not state (11)
Expenses other than the acquisition priceTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Valuation methodologyIndependent valuation institutionSpecial Committee
These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.
The reasons the company gives
The company's own explanation, not something inferred from the numbers.The purpose is to improve the efficiency of group management and strengthen the competitiveness of the detached-home business by making effective use of management resources, speeding up decision-making and improving operational efficiency.
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